[Reference
      Translation]

     


    
      

    

     

    Cooperation
      Agreement

     

    
      
 


    by
      and between

    


    China
      Broadband Limited

    


    and

    


    Jinan
      Guangdian Jiahe Digital Television Co., Ltd.


    


    December
      2006

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Table
      of Contents

    


    
      	
              Chapter

            	 	 	 	
              Page

            
	
              1

            	 	
              Definitions
                and Interpretations

            	 	
              2

            
	
              2

            	 	
              New
                Co Establishment

            	 	
              5

            
	
              3

            	 	
              Inter-Company
                Relationship

            	 	
              8

            
	
              4

            	 	
              Representations
                and Warranties

            	 	
              10

            
	
              5

            	 	
              Covenants

            	 	
              11

            
	
              6

            	 	
              Conditions
                Precedent

            	 	
              14

            
	
              7

            	 	
              Closing

            	 	
              15

            
	
              8

            	 	
              Effectiveness
                and Termination

            	 	
              16

            
	
              9

            	 	
              Events
                of Breach

            	 	
              17

            
	
              10

            	 	
              Force
                Majeure

            	 	
              18

            
	
              11

            	 	
              Confidentiality

            	 	
              19

            
	
              12

            	 	
              Miscellaneous

            	 	
              20

            


    

     

    Schedules 

     

    
      	A.	List of Assets


      	 	 


      	
              B.

            	
              List
                of Party B’s Key Staff

            


      	 	 


      	C.	List of Governmental
              Authorizations


    

    


    
      
        Cooperation
          Agreement

        
        

      

      
        -
          1
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

    


    This
      Cooperation
      Agreement (Agreement)
      is
      entered into on this [26] day of December 2006 in [Jinan],
      People’s Republic of China (PRC)

    


    by
      and between 

    


    
      	
              (1)

            	
              China
                Broadband Limited (Party A),
                a
                Cayman Islands company with its registered address at [1900 Ninth
                Street
                Suite 300 Boulder, CO 80302], the legal representative of which is
                Stephen
                Cherner,
                a
                United States of America (USA) citizen;
                and

            


    

     

    
      	
              (2)

            	
              Jinan
                Guangdian Jiahe Digital Television Co., Ltd.
                (Party
                B),
                a PRC company with its registered address at [No.32, Jing Shi Yi
                Road]
                Jinan, PRC, the legal representative of which is Jiang Bing, a PRC
                citizen.

            


    

    


    RECITALS


    


    
      	
              A.

            	
              Party
                B is engaged inter
                alia
                in
                the provision of the Business (as defined below) and has obtained
                the
                licenses necessary to operate the Business in the
                PRC.

            


    

    


    
      	
              B.

            	
              Party
                B desires to spin off the Assets (as defined below) to establish
                with
                Party A’s Affiliate a new company (New
                Co)
                which will cooperate with Party B on the
                Business.

            


    

    


    
      	
              C.

            	
              The
                parties signed a letter of intent outlining the above on 9 August
                2006.

            


    

    


    NOW,
      THEREFORE,
      the
      parties agree as follows:


    


    Chapter
      I Definitions
      and Interpretations

    


    
      	
              1.1

            	
              Definitions

            


    

    


    Unless
      otherwise indicated, the following terms in this Agreement shall have the
      meanings set forth below:

    


    
      	 	
              Affiliate

            	 	
              in
                relation to an entity, means a company:

               

              (a)  in
                which the entity holds, directly or indirectly, at least 10% of the
                equity
                interest or voting rights;

               

              (b)  which
                is a Subsidiary of the entity’s Parent
                Company;

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	 	 	 	
              (c)  which
                owns or controls, directly or indirectly, any equity interest or
                voting
                rights of the Parent Company of the entity; or

               

              (d)  which
                is a Subsidiary of the Parent Company of the entity described in
                (c)
                above;

            
	 	 	 	 
	 	
              Appraisal

            	 	
              the
                appraisal on the Assets conducted by a qualified appraisal agent
                hired by
                Party B;

            
	 	 	 	 
	 	
              Assets

            	 	
              any
                assets relating to the operation of the Business, as listed in Schedule
                A;
                for avoidance of doubt, the total net value of the Assets shall be
                no less
                than RMB 83,918,200;

            
	 	 	 	 
	 	
              Business

            	 	
              the
                access services with respect to the wired broadcasting/television
                broadband, wireless broadband, digital private lines, data transmission,
                website, Internet content services and Internet value-added services;
                and
                other wired and digital television value-added services agreed upon
                by the
                parties 

            
	 	 	 	 
	 	
              Closing

            	 	
              the
                date of fulfillment of all the conditions precedent listed in Article
                6.1
                (unless waived in accordance with Article 6.2.3) which shall occur
                no
                later than [February 15th
                ]
                2007, unless extended in accordance with Article 6.2.2;


            
	 	 	 	 
	 	
              Deposit

            	 	
              as
                defined in Article 8.2;

            
	 	 	 	 
	 	
              Exclusive
                Cooperation Agreement

            	 	
              as
                defined in Article 3.1;

            
	 	 	 	 
	 	
              Force
                Majeure

            	 	
              any
                earthquake, storm, fire, flood, war or other significant event of
                natural
                or human-caused disaster arising after signing hereof which is
                unavoidable, not possible to overcome, beyond the control of either
                party
                and prevents the total or partial performance of this Agreement by
                either
                party;

            
	 	 	 	 
	 	
              Governmental
                Authorizations

            	 	
              as
                defined in Article 4.2.5;

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	 	
              Hong
                Kong

            	 	
              as
                defined in Article 12.4.2.2;

            
	 	 	 	 
	 	
              Networks
                Center

            	 	
              Jinan
                Broadcasting and Television Information Networks Center, which holds
                48%
                equity of Party B’s equity interest;

            
	 	 	 	 
	 	
              Parent
                Company

            	 	
              in
                relation to an entity, means an entity of which a company is a Subsidiary
                (as defined below);

            
	 	 	 	 
	 	
              PRC
                Law

            	 	
              all
                laws and legislation of the PRC that are in effect, including laws,
                regulations, resolutions, decisions, decrees and orders of government
                agencies and other documents of a legislative, administrative or
                judicial
                nature; 

            
	 	 	 	 
	 	
              RMB

            	 	
              Renminbi,
                the lawful currency of the PRC;

            
	 	 	 	 
	 	
              Subsidiary

            	 	
              in
                relation to an entity, means an entity in which another company holds,
                directly or indirectly, 50% or more of the entity’s total equity interest
                or voting rights; 

            
	 	 	 	 
	 	
              Tax

            	 	
              all
                forms of taxation, including enterprise income tax, business tax,
                value-added tax, stamp duty and individual income tax levied by the
                PRC
                tax authorities pursuant to PRC Law, as well as any penalty, surcharge
                or
                fine in connection therewith;

            
	 	 	 	 
	 	
              Trade
                Secret

            	 	
              any
                information relating to this Agreement or the parties, including
                any
                information regarding costs, technologies, financial contracts, future
                business plans and any other information deemed by the parties to
                be
                confidential, and which is unknown by the public, has practical value
                and
                is of economic benefit to the relevant party;

            
	 	 	 	 
	 	
              Transaction

              Documents

            	 	
              all
                documents that require signing under PRC Law in order to complete
                the
                transactions contemplated under this Agreement;

            
	 	 	 	 
	 	
              Transferred
                Staff

            	 	
              as
                defined in Article 2.4.1;

            
	 	 	 	 
	 	
              USD

            	 	
              United
                States Dollar, the lawful currency of the United States of
                America.

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	1.2	
              Interpretations

            


    

    


    All
      headings used herein are for reference purposes only and do not affect the
      meaning or interpretation of any provision hereof. Any reference herein to
      an
      Article, Chapter or Schedule is to an article, chapter or schedule of this
      Agreement. The use of the plural shall include the use of the singular, and
      vice
      versa. Unless otherwise indicated, a reference herein to a day, month or year
      is
      to a calendar day, month or year. A reference to a business day is to a day
      on
      which commercial banks are open for business in the PRC. The use of the
      masculine shall include the use of the feminine, and vice versa. The term
“including”, shall mean “including without limitation”.


    


    Chapter
      II New
      Co Establishment

    


    
      	2.1	
              Asset
                Appraisal

            


    

    


    2.1.1 Party
      B
      shall, at its own expense, hire a qualified appraisal agent to conduct the
      Appraisal. 

    


    2.1.2 Party
      B
      covenants that the Appraisal shall be completed no later than  
      20th 
      December
      2006.

    


    
      	
              2.2

            	
              Establishment
                of New Co

            


    

    


    
      	
            	2.2.1	
              As
                soon as practicable after the completion of the Appraisal, Party
                B shall
                contribute the Assets to the New
                Co.

            


    

    


    
      	
            	2.2.2	
              The
                registered capital of the New Co shall be RMB 83,918,200. Party A
                shall
                contribute to the New Co cash equivalent of RMB 42,798,300 in
                installments, and shall enjoy 51% equity interests in the New Co.
                Party B
                shall contribute the Assets to New Co and shall be entitled to 49%
                equity
                interests in the New Co.

            


    

    


    
      	
            	2.2.3	
              Party
                B’s contribution of the Assets to the New Co’s registered capital shall be
                made in accordance with the appraised value of the Assets as stated
                in the
                Appraisal report, and shall be made as soon as practicable after
                completion of Approval.

            


    

    


    
      	
            	2.2.4	
              The
                New Co’s business scope shall include the provision of wired
                broadcasting/television broadband and wireless broadband access
                services, data transmission via
                private networks, Internet content and website services, consulting,
                software, system integrity, project consignment and other digital
                television value-added services agreed by the parties. The business
                scope
                of the New Co. shall be subject to the examination and approval of
                the
                governmental authorities.

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	2.3	
              Governmental
                Approvals

            


    

    


    Party
      B
      shall, at its own expense, obtain any and all prior approvals, consents and
      (or)
      certificates and make all filings, necessary under PRC Law for the establishment
      of the New Co. The relevant fees shall be allocated in accordance with the
      parties’ respective shares of equity interests in the New Co.

    


    
      	2.4	
              Retention
                / Dismissal of Employees

            


    

    


    
      	
            	2.4.1	
              Party
                B shall provide Party A with written notice as to which of Party
                B’s
                employees will be retained by the New Co (Transferred
                Staff),
                which personnel shall include the key staff members listed in Schedule
                B.
                Such list shall be subject to the confirmation of the
                parties.

            


    

    


    
      	
            	2.4.2	
              Party
                B shall be responsible for any costs related to any labor disputes
                that
                may arise at any time from Transferred Staff in respect of their
                employment relationship with Party
                B.

            


    

    


    
      	
            	2.4.3	
              Party
                B shall ensure that any arrangement which it makes with the Transferred
                Staff shall not give rise to or result in any adverse impact on the
                employee relations, business, reputation, operations or financial
                or Tax
                position of Party B or the New Co. 

            


      	 	 	 


      	 	 	Party B shall ensure that, in connection
              with
              the said arrangements, no commitment will be made, and no obligation
              or
              liability will be incurred, by the New Co.


      	 	 	 


      	 	 	In the event that there is any such
              commitment, obligation or liability (including liability in relation
              to
              Tax) in respect of the New Co, Party B shall indemnify the New Co against
              all losses, claims, damages, costs and expenses arising
              therefrom.


    

     

    
      	
            	2.4.4	
              Party
                B shall make its best efforts to encourage the Transferred Staff
                to enter
                into standard employment contracts with the New Co, or sign secondment
                agreements (containing non-competition and confidentiality commitments)
                with the Transferred Staff to second the Transferred Staff to the
                New Co
                that are satisfactory to Party A. 

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	
              2.5

            	
              Corporate
                Governance

            


    

    


    
      	
            	2.5.1	
              The
                New Co shall establish a board of directors, consisting of 5 directors.
                Party A shall appoint 3 directors and Party B shall appoint 2
                directors.

            


    

    


    
      	
            	2.5.2	
              The
                chairman of the New Co’s board shall be appointed by Party B, and the
                general manager and the financial manager shall both be appointed
                by Party
                A’s Affiliate. The parties agree that the first chairman shall be the
                director of the Networks Center.

            


    

    


    
      	
            	2.5.3	
              The
                New Co’s board shall review the details of corporate governance as
                described above and amend the same (if necessary) at any time after
                the 1
                year anniversary of the New Co’s
                establishment.

            


    

    


    
      	2.6	
              Profit
                Consolidation

            


    

    


    Party
      B
      agrees that Party A’s Affiliate may consolidate the New Co’s profits for
      purposes of financial reports as permitted under applicable laws.  For this
      purpose, Party B agrees to amend the documents relating to the New Co (including
      the articles of association) if and when necessary.


    


    Chapter
      III  Inter-Company
      Relationship

    


    
      	
              3.1

            	
              Exclusive
                Cooperation Agreement

            


    

    


    As
      soon
      as practicable after the establishment of the New Co, Party B shall sign, and
      cause Networks Center to sign, an exclusive cooperation agreement (Exclusive
      Cooperation Agreement)
      with
      the New Co for a term of 20 years.

     

    
      	3.2	
              Cooperative
                Scope

            


    

     

    
      	
            	3.2.1	
              Party
                B shall, and shall cause Networks Center to, provide full support
                and
                favorable treatment to the New Co with respect to the Business, including
                causing Networks Center to provide the New Co with mainline, tube,
                CM
                physical transmission tube and the favorable treatment on usage of
                redundant fibers in cable television networks. The details thereof
                shall
                be subject to the separate
                negotiation.

            


    

    


    
      	
            	3.2.2	
              Party
                B shall provide, and shall cause the Networks Center to provide,
                the New
                Co with the favorable treatment of using its server room, business
                hall,
                office, project construction services and client service center.
                In
                addition, Party B shall, and shall cause Networks Center to, share
                their
                respective resources with the New
                Co.

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	
            	3.2.3	
              Party
                B shall, and shall cause the Networks Center to guarantee for the
                New Co,
                during the promotion of inter-active digital television business
                by Party
                B and the Networks Center, to implement the Internet access services
                (IP
                or CM) provided by the New Co as the re-transmission tube in priority,
                Party B and the Networks Center reach exclusive cooperation with
                the New
                Co on CM broadband access services. The Networks Center must guarantee
                smoothness of the two-way networks. The New Co shall pay the Networks
                Center the CM maintenance fee according to certain failure rate.
                

            


    

    


    
      	
            	3.2.4	
              The
                maintenance fee for IP networks and private networks shall be paid
                by the
                New Co to the maintenance provider in broadcasting/television
                system.

            


    

    


    
      	
              3.3

            	
              Revenue
                Transfer

            


    

    


    All
      the
      pre-Tax revenues (less the relevant turnover tax) of Party B generated during
      the 20-year period of the Exclusive Cooperation Agreement and relating to the
      Business shall be paid by Party B to the New Co as service fees under the
      Exclusive Cooperation Agreement. 

    


    If
      the
      parties need to adjust the specific financial arrangement of the revenue
      transfer under this revenue transfer framework, such as paying all the pre-Tax
      revenues to the New Co after reduction of direct cost (such as broadband
      telecommunication fee), Party B will make its best efforts to cooperate with
      the
      New Co on the revenue transfer hereof under the premise of compliance with
      relevant rules.

    


    
      	3.4	
              Exclusivity

            


    

    


    
      	
            	3.4.1	
              With
                respect to the transactions or services under the Exclusive Cooperation
                Agreement, Party B shall not, and shall cause its shareholders to
                not,
                directly or indirectly (through agents or otherwise), encourage or
                solicit
                any inquiries or accept any proposals by, or engage in any discussions
                or
                negotiations with or furnish any information to, any other person
                or
                entity concerning any transactions or services under the Exclusive
                Cooperation Agreement.

            


    

    


    
      	
            	3.4.2	
              If
                Party B or any of its shareholders receives any proposal or other
                communication from a third party relating to a proposed cooperation
                relating to any aspect of the Business, Party B will promptly communicate
                to Party A the substance thereof.  Party B will cause its
                shareholders to observe the terms of this Article 3.4, and Party
                B will be
                responsible for any breach of this Article 3.4 by any of its
                shareholders.  

            


    

    


    
      
        Cooperation
          Agreement

        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

    


    Chapter
      IV Representations
      and Warranties

    


    
      	4.1	
              Joint
                Representations and Warranties

            


    

    


    
      	 	
              Each
                of the parties represents and warrants
                that:

            


    

    


    
      	
            	4.1.1	
              it
                has all necessary power and authority to execute, deliver and perform
                this
                Agreement and all Transaction Documents to which it is a party;
                

            


    

    


    
      	
            	4.1.2	
              the
                execution and performance of this Agreement and any Transaction Documents
                to which it is a party have been duly and validly authorized by all
                necessary corporate action; and

            


    

    


    
      	
            	4.1.3	
              the
                execution, delivery and performance of this Agreement or any Transaction
                Documents to which it is a party will not contravene, conflict with,
                or
                result in a violation of any provision of its organizational documents
                or
                any contract, agreement, understanding, other legal arrangement,
                law or
                order to which it is subject. 

            


    

    


    
      	4.2	
              Representations
                and Warranties of Party B

            


    

    


    
      	 	
              Party
                B further represent and warrant to Party A
                that:

            


    

    


    
      	
            	4.2.1	
              the
                Assets are free from any
                encumbrances;

            


    

    


    
      	
            	4.2.2	
              there
                is no lawsuit, third party claim, order or investigation pending
                against
                itself relating to the Assets or Business by any third party, court,
                or
                governmental or arbitral body; 

            


    

    


    
      	
            	4.2.3	
              all
                agreements with third parties, including employees and customers,
                have at
                all times been honored completely and timely by
                itself;

            


    

    


    
      	
            	4.2.4	
              the
                Assets constitute all of the assets used in or necessary for the
                operation
                of
                the Business; and

            


    

    


    
      	
            	4.2.5	
              all
                consents, approvals, permits and filings (Governmental
                Authorizations,
                including the items as listed in Schedule C) required under PRC Law
                for
                the due and proper operation of the Business, have been duly obtained
                from
                the appropriate authorities and are in full force and effect.  For
                the avoidance of doubt, the Governmental Authorizations include any
                and
                all requirements of any governmental body, including the registrations
                with the Ministry of Information Industry, the State Administration
                of
                Radio, Film and Television, the State Administration of Industry
                and
                Commerce, tax bureaus, customs authorities, and the local counterpart
                of
                each of the aforementioned governmental
                bodies.

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	4.3	
              Independent
                Effect

            


    

    


    The
      representations
      and warranties
      shall be separate and independent and, save as expressly provided, shall not
      be
      limited by reference to any of the other representations
      and warranties
      or anything in this Agreement.

     

    Chapter
      V Covenants

    


    
      	5.1	
              Transferred
                Staff

            


    

    


    In
      respect of the Transferred Staff, Party B shall:

     

    
      	
            	5.1.1	
              fully
                settle any severance payments with the Transferred Staff, as required
                by
                PRC Law;

            


    

    


    
      	
            	5.1.2	
              make
                all required social security contributions for the Transferred Staff
                in
                full and on time, or attend to all necessary procedures to obtain
                exemptions or waivers of such obligations from relevant government
                authorities and (or) the Transferred Staff to the extent necessary,
                to
                ensure that the Transferred Staff may be employed by the New
                Co;

            


    

    


    
      	
            	5.1.3	
              fully
                pay all wages, allowances, subsidies (including medical
                subsidies), bonuses or other outstanding payments or benefits to
                all of
                the Transferred Staff; and

            


    

    


    
      	
            	5.1.4	
              withhold,
                file and pay the individual income tax payable on wages, bonuses,
                allowances, subsidies, or other payments or benefits received in
                respect
                of the Transferred Staff.

            


    

    


    
      	5.2	
              Assets
                / New Co

            


    

    


    At
      any
      time prior to Closing, Party B covenants that it shall not, without the prior
      written consent of Party A:

    


    
      	
            	5.2.1	
              create
                or permit to arise any lien, encumbrance, pledge, mortgage or any
                security
                or other third party right or interest on or in respect of any of
                the
                Assets or grant or issue, or agree to grant or issue, any guarantee
                thereover;

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	
            	5.2.2	
              enter
                into any transaction or arrangement with respect to the
                Assets;

            


    

    


    
      	
            	5.2.3	
              depart
                from the ordinary course of Party B or the New Co’s daily business
                operations in either of the following
                respects:

            


    

    


    
      	
            	5.2.3.1	
              it
                will not enter into any agreements or materially modify or terminate
                any
                agreements related to the Business;
                and

            


    

    


    
      	
            	5.2.3.2	
              it
                will not enter into any agreements relating to the Business, signed
                after
                the date hereof, where the value or consideration of the proposed
                agreement exceeds USD[1,000]
                or
                has a term of more than [3]
                months, unless Party A provides its prior written consent, which,
                for the
                purpose of this Article, shall include consent by
                e-mail.

            


    

    


    
      	
            	5.2.4	
              increase
                or agree to increase the remuneration (including bonuses, commissions
                and
                benefits in kind) of any of the members of the board of directors
                or
                employees of the New Co or provide or agree to provide any gratuitous
                payment or benefit to any such person or any of their dependents;
                or

            


    

    


    
      	
            	5.2.5	
              enter
                into any agreement or arrangement to, or grant any power of attorney
                or
                otherwise authorize any other person to, do any of the
                above.

            


    

    


    
      	5.3	
              Transactions

            


    

    


    In
      respect of the transactions contemplated under this Agreement, Party B shall,
      using its own expenses, obtain all necessary consents, approvals or
      authorizations of, or make all necessary declarations, filings or registrations
      with, any governmental authority in connection with the execution, delivery
      and
      performance of this Agreement and any Transaction Documents to which it is
      a
      party.

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	5.4	
              Governmental
                Authorizations

            


    

    


    
      	
            	5.4.1	
              Party
                B shall, using its own expenses, ensure that the annual inspection
                and
                (or) renewal of Governmental Authorizations (where applicable) are
                duly
                and timely made and all Governmental Authorizations are in full force
                and
                effect throughout the term under the Exclusive Cooperation Agreement
                as
                described in Article 3.1 and any terms extended by the parties
                thereunder.

            


    

    


    
      	
            	5.4.2	
              Immediately
                after PRC Law permits, Party B shall use its best efforts to, cause
                the
                New Co to obtain the Governmental Authorizations required for the
                operation of the Business.

            


    

    


    
      	5.5	
              Business

            


    

    


    
      	
            	5.5.1	
              Party
                B agrees to use its best commercial efforts to continue operating
                the
                Business until the parties agree
                otherwise.

            


    

    


    
      	
            	5.5.2	
              Within
                1 year after the establishment of the New Co, the parties to the
                New Co
                shall provide working capital support for the New Co, if it is in
                need of
                the same.

            


    

    


    
      	5.6	
              Non-Competition

            


    

    


    After
      Closing, Party B shall not, and shall cause its shareholders to not, without
      the
      prior written approval of Party A, invest in or manage any business that
      competes directly (or indirectly) with the Business nor shall it employ, recruit
      or attempt to recruit any of the Transferred Staff.

    


    
      	5.7	
              Indemnification
                by Party B

            


    

    


    Party
      B
      hereby unconditionally and irrevocably agrees to indemnify in perpetuity Party
      A
      and its Affiliates and Subsidiaries and hold them harmless from and against
      all
      losses, claims, damages, expenses (including legal expenses) and liabilities
      which they may sustain, suffer or incur in connection with the transactions
      contemplated under this Agreement and as a result of any breach of this
      Agreement or the Transaction Documents.

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	5.8	
              Notification
                by Parties

            


    

    


    Each
      party shall forthwith notify the other party upon becoming aware of any event
      that may show, reveal or cause any of the representations or warranties to
      be
      incorrect, untrue, misleading or breached in any material respect or that may
      have any material adverse effect on the assets or liabilities of the notified
      party.


    


    Chapter
      VI Conditions
      Precedent

    


    
      	6.1	
              Conditions
                Precedent

            


    

    


    
      	 	
              Closing
                is subject to the satisfaction of all of the following conditions
                precedent:

            


    

    


    
      	
            	6.1.1	
              the
                execution and delivery of the Transaction Documents by all the parties
                thereto;

            


    

    


    
      	
            	6.1.2	
              the
                representations and warranties of Party B remaining true and accurate
                and
                being fully adhered to in all material respects at the time of
                Closing;

            


    

    


    
      	
            	6.1.3	
              the
                due completion of Party B’s covenants under Articles 5.1, 5.2 and 5.3;
                and

            


    

    


    
      	
            	6.1.4	
              Party
                B having no less than 40,000 customers with respect to the
                Business.

            


    

    


    
      	6.2	
              Satisfaction
                and Waiver of Conditions
                Precedent

            


    

    


    
      	
            	6.2.1	
              Party
                B shall notify Party A upon satisfaction of all of the conditions
                precedent described in Article 6.1
                thereafter within 3 business days.
                Within 3 business days after the said notification, Party A shall
                confirm
                the same in writing to Party B. Closing shall then be arranged within
                3
                business days after receipt of Party A’s confirmation. 

            


    

    


    
      	
            	6.2.2	
              In
                the event that the conditions precedent set forth in Article 6.1
                are not
                fulfilled (or waived as provided in Article 6.2.3) on or before
                [30
                March 2007],
                or such later date as the parties may agree, this Agreement (except
                Chapter 11, and Articles 12.3 and 12.4) shall become null and void
                and be
                of no further effect whatsoever and all the obligations and liabilities
                of
                the parties hereunder shall cease and terminate (save for any antecedent
                breaches of this Agreement).

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	
            	6.2.3	
              One
                or more of the conditions precedent listed in Article 6.1 may be
                waived by
                Party A at its sole discretion by sending a notice in writing to
                Party
                B.

            


    

     

    Chapter
      VII Closing

    


    
      	7.1	
              Closing

            


    

    


    Subject
      to the conditions precedent having been fulfilled (or waived as provided in
      Article 6.2.3), Closing shall be completed within 1 month after the execution
      of
      this Agreement. Closing shall be held at the Beijing offices of TransAsia
      Lawyers (Suite 2218, China World Tower 1, No. 1 Jianguomenwai Avenue, Beijing,
      PRC) or at such other location as the parties agree. 

    


    At
      Closing, to the extent not previously executed and delivered, the parties shall
      execute and deliver, and shall cause any of the other parties thereto to execute
      and deliver, the Transaction Documents.

    


    
      	7.2	
              Payment
                of price

            


    

    


    Party
      A
      or its Affiliate shall pay the price after Closing in accordance with the
      following arrangements:

    


    
      	
            	7.2.1	
              As
                soon as possible after the Closing, pay USD equivalent to RMB 20,000,000,
                which amount shall include the Deposit that Party A has paid in accordance
                with Article 8.2;

            


    

    


    
      	
            	7.2.2	
              Within
                9 months after the Closing, upon the fulfillment of Party B’s
                responsibilities under Article 5.1 to 5.6 and any other conditions
                agreed
                by the parties afterward, pay USD equivalent to RMB
                22,798,300;

            


    

    


    
      	
            	7.2.3	
              The
                price mentioned above shall be paid in USD. The exchange rate shall
                be
                calculated based on the median rate published by People’s Bank of China of
                the prior day. 

            


    

     

    Chapter
      VIII Effectiveness
      and Termination

    


    
      	8.1	
              Effective
                Date

            


    

    


    This
      Agreement shall be effective upon the date of its signing by the parties.


    


    
      	8.2	
              Deposit

            


    

    


    Within
      5
      business days after the effectiveness of this Agreement, Party A shall pay
      a
      USD100,000 deposit (Deposit)
      to
      Party B.  The Deposit will be applied against the price under Article
      7.2.  Party B will return the Deposit to Party A (or its Affiliate) if this
      Agreement is terminated for any reason other than if due solely to Party A’s
      breach of any provisions under this Agreement.

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          14
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	8.3	
              Termination

            


    

    


    
      	
            	8.3.1	
              This
                Agreement shall terminate with immediate effect if the parties cannot
                complete the negotiation and execution of the agreements necessary
                for the
                transactions contemplated under this Agreement above within 90
                days after the execution hereof unless such period is extended by
                the
                parties.

            


    

    


    
      	
            	8.3.2	
              This
                Agreement may be terminated with immediate effect by any party by
                means of
                written notice to the other party under any of the following
                circumstances:

            


    

    


    
      	
            	8.3.2.1	
              where
                Closing has not occurred on or before 30 March 2007, provided, however,
                that the right to terminate this Agreement shall not be available
                to any
                party whose failure in any material respect to fulfill any obligation
                under this Agreement shall have been the cause of the failure for
                any
                condition precedent to Closing to be
                satisfied;

            


    

    


    
      	
            	8.3.2.2	
              where
                the other party has committed a breach of this Agreement, as described
                in
                Article 9.1;

            


    

    


    
      	
            	8.3.2.3	
              where
                the other party becomes insolvent, if an order is made or resolution
                passed for the administration, winding-up or dissolution of any party
                (otherwise than for the purposes of a solvent corporate reconstruction),
                if an administrative or other receiver, manager, liquidator,
                administrator, trustee or similar officer is appointed over all or
                a
                substantial part of the assets of such other party, or if such other
                party
                enters into or proposes any composition or arrangement with its creditors
                generally analogous to the foregoing;
                or

            


    

    


    
      	
            	8.3.2.4	
              where
                Force Majeure prevails for a period of 30 days or more and has a
                material
                adverse effect
                on
                this Agreement.

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          15
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	8.4	
              Consequence
                Upon Termination

            


    

    


    
      	 	
              Upon
                termination hereof, this Agreement shall be of no further effect
                and no
                party shall have any right against any of the other parties in connection
                with this Agreement; provided, however, that nothing herein shall
                relieve
                any party of any liability before the termination of this
                Agreement.

            


    

     

    Chapter
      IX Events
      of Breach

    


    
      	9.1	
              Events
                of Breach

            


    

    


    The
      occurrence of any of the following events shall constitute a breach of this
      Agreement:

    


    
      	
            	9.1.1	
              either
                party has materially breached the terms hereof or has failed to perform
                in
                any material respect its obligations hereunder, and such breach or
                nonperformance has not been remedied within a period of 10 days after
                receipt of the other party’s written notice requesting such remedy;
                and

            


    

    


    
      	
            	9.1.2	
              any
                representation or warranty made by either party shall prove to have
                been
                or become false or misleading in any material
                respect.

            


    

    


    
      	9.2	
              Liabilities
                for Breach

            


    

    


    Where
      either party commits a breach of this Agreement, it shall be liable to
      compensate the other party for any and all damages caused to it as a result
      of
      the breach, excluding indirect or consequential damages. 


    


    Chapter
      X Force
      Majeure

    


    
      	10.1	
              Consultation

            


    

    


    In
      the
      event of Force Majeure, the parties shall promptly consult with each other
      to
      find a solution to the situation. 

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          16
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	10.2	
              Relief
                from Obligations

            


    

    


    Should
      the occurrence of a Force Majeure result in either party’s failure to perform
      its obligations under this Agreement in whole or in part, that party may, unless
      otherwise stipulated by law, be exempted from performing those obligations
      to
      the extent of the effect of the Force Majeure in question.

    


    
      	10.3	
              Suspension
                of Performance

            


    

    


    Subject
      to this Chapter 10, the party affected by Force Majeure may suspend the
      performance of its obligations under this Agreement
      to the
      extent and for the duration thereof until the effect of the Force Majeure no
      longer operates. However, that party shall exert its best efforts to remove
      any
      impediments resulting from the Force Majeure and to minimize to the greatest
      possible extent any damages incurred. With the agreement of the parties, the
      term of this Agreement
      shall be
      extended by the period of such suspension without penalty to either
      party.

    


    
      	10.4	
              Written
                Evidence

            


    

    


    The
      party
      claiming Force Majeure shall,
      as
      soon as possible after the occurrence of the Force Majeure, inform the other
      party of the situation and specify the reason for its failure to perform this
      Agreement,
      so as
      to minimize the damages inflicted upon that party, and shall provide the other
      party with written evidence, certified by the relevant government authority,
      of
      the occurrence of the Force Majeure.

    


    
      	10.5	
              Non-Exemption

            


    

    


    A
      party
      shall not be exempted from performing its obligations under this Agreement
      where
      Force Majeure occurs following the delay by that party to perform such
      obligations.

     

    Chapter
      XI Confidentiality

    


    
      	11.1	
              Non
                Disclosure

            


    

    


    From
      the
      date hereof until 5 years hereafter, neither party shall disclose or communicate
      to any person, other than to their respective employees and affiliates for
      the
      sole purpose of implementing the agreements contemplated hereunder or as
      instructed by the other parties, any Trade Secret which may be within or may
      come into its knowledge.

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          17
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	11.2	
              Breach
                of Obligations

            


    

    


    The
      parties shall take all necessary measures (including the signing of
      confidentiality agreements) to ensure that
      their
      respective directors, employees, agents, contractors, suppliers and advisors
      also comply with the confidentiality obligations set forth in this chapter,
      and
      shall arrange for the summary dismissal without compensation of any such person
      who breaches these obligations.

    


    
      	11.3	
              Exceptions

            


    

    


    The
      disclosure of a Trade Secret by either party shall not be deemed to be in breach
      of this Chapter if any of the following circumstances apply:

    


    
      	
            	11.3.1	
              the
                information is in the
                public domain at the time of
                disclosure;

            


    

    


    
      	
            	11.3.2	
              the
                information is
                disclosed pursuant to the prior written agreement of the
                parties;

            


    

    


    
      	
            	11.3.3	
              the
                information is required
                by any government authority or law to which a party, or its Affiliate,
                is
                subject; or

            


    

    


    
      	
            	11.3.4	
              the
                information is provided to any director, employee, agent, contractor,
                supplier or advisor of an Affiliate in the ordinary course of business
                pursuant to the prior written agreement of the
                parties.

            


    

     

    Chapter
      XII Miscellaneous

    


    
      	12.1	
              Copies

            


    

    


    
      	
            	12.1.1	
              This
                Agreement shall be executed in 2 sets of original, in the English
                and
                Chinese languages, with 1 set of original for each party. If the
                2
                versions are inconsistent, the Chinese language version shall
                bind.

            


    

    


    
      	
            	12.1.2	
              This
                Agreement may be executed in 1 or more counterparts, each of which
                will be
                deemed to be an original copy of this Agreement and all of which,
                when
                taken together, will be deemed to constitute 1 and the same instrument.
                

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          18
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	12.2	
              Notice

            


    

    


    
      	 	
              All
                notices and communications (except for the prior consent issued under
                Article 6.2.4.2) between the parties shall be made in writing and
                in the
                English and Chinese languages by fax, delivery in person (including
                courier service) or registered airmail letter to the appropriate
                correspondence addresses set forth
                below:

            


    

    


    If
      to
      Party A:

    


    
      	 	
              Address:

            	 	
              [1900
                Ninth Street Suite 300]

            
	 	
              Telephone:

            	 	
              [001-303-449-7733]

            
	 	
              Fax:

            	 	
              [001-303-449-7799]

            
	 	
              Attention:

            	 	
              [Stephen
                P. Cherner]

            


    

     

    If
      to
      Party B:

    


    
      	 	
              Address:

            	 	
              [No.32,
                Jing Shi Yi Road, Jinan ]

            
	 	
              Telephone:

            	 	
              [86531-85655255]

            
	 	
              Fax:

            	 	
              [86531-82953142]

            
	 	
              Attention:

            	 	
              [Bing,
                Jiang]

            


    

     

    The
      time
      of receipt of the notice or communication shall be deemed to be:

    


    
      	
            	12.2.1	
              if
                by fax, at the time displayed in the corresponding transmission record,
                unless such facsimile is sent after 5:00 p.m. or on a non-business
                day in
                the place where it is received, in which case the date of receipt
                shall be
                deemed to be the following business
                day;

            


    

    


    
      	
            	12.2.2	
              if
                in person (including courier service), on the date that the receiving
                party signs for the document; or

            


    

    


    
      	
            	12.2.3	
              if
                by registered mail (including express mail), 7 days after the issuance
                of
                a receipt by the post office.

            


    

    


    
      	12.3	
              Governing
                Law

            


    

    


    
      	 	
              The
                formation of this Agreement, its validity, interpretation, execution
                and
                settlement of disputes hereunder will be governed by PRC
                Law.

            


    

    


    
      	12.4	
              Dispute
                Resolution

            


    

    


    
      	
            	12.4.1	
              If
                any dispute arises out of or in connection with this Agreement, the
                parties shall attempt in the first instance to resolve such dispute
                through friendly consultation or
                mediation.

            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          19
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	
            	12.4.2	
              If
                the dispute cannot be resolved in the above manner within 30 days
                after
                the commencement of consultations, either party may submit the dispute
                to
                arbitration as follows:

            


    

    


    
      	
            	12.4.2.1	
              all
                disputes arising out of or in connection with this Agreement shall
                be
                finally settled under the Rules of Arbitration of the International
                Chamber of Commerce by a sole arbitrator appointed in accordance
                with
                those rules; and

            


    

    


    
      	
            	12.4.2.2	
              the
                place of the arbitration shall be Hong Kong Special Administration
                Region
                of the PRC (Hong
                Kong)
                and the arbitration shall be conducted in the English language, with
                the
                arbitral award being final and binding upon the parties. If either
                party
                cannot travel to Hong Kong to attend a hearing or other meetings
                in
                respect of the arbitration, the parties agree that such hearing or
                meeting
                shall take place in Shanghai, PRC. The cost of arbitration shall
                be
                allocated as determined by the arbitrator. Any award rendered by
                the
                arbitrator shall be enforced by any court having jurisdiction upon
                the
                losing party or its assets in accordance with the Convention
                on the Recognition and Enforcement of Foreign Arbitral
                Awards
                (1958).

            


    

    


    
      	
            	12.4.3	
              When
                any dispute is submitted to arbitration, the parties shall continue
                to
                perform their obligations under this
                Agreement.

            


    

    


    
      	12.5	
              Waiver

            


    

    


    
      	 	
              No
                failure or delay on the part of either party in the exercise of any
                right
                hereunder shall impair such right or be construed to be a waiver
                of such
                right or acquiescence in any breach of any representation, warranty,
                covenant or agreement herein, nor shall any single or partial exercise
                or
                waiver of any such right preclude other or further exercise thereof
                or of
                any other right. 

            


    

    


    
      	12.6	
              Prior
                Agreement

            


    

    


    
      	 	
              This
                Agreement supersedes all prior agreements, whether written or oral,
                between the parties with respect to its subject matter and, along
                with the
                Transaction Documents, constitutes the entire agreement between the
                parties with respect to its subject matter.


            


    

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          20
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    
      	12.7	
              Amendment

            


    

    


    No
      amendment or other modification of this Agreement shall be effective unless
      the
      same shall be in writing and signed by an authorized representative of both
      parties, and then such amendment or other modification shall be an integral
      part
      of, and have the same effectiveness as, this Agreement. 

    


    
      	12.8	
              Assignment

            


    

    


    
      	 	
              Neither
                party may assign any of its rights and/or obligations under this
                Agreement
                without the prior written consent of the other party. Subject to
                the
                preceding sentence, this Agreement will apply to, be binding in all
                respects upon, and inure to the benefit of, the successors, heirs,
                personal representatives, executors and permitted assigns of the
                parties.

            


    

    


    
      	12.9	
              Severability

            


    

    


    
      	 	
              Where
                any provision of this Agreement is subject to dispute or is determined
                by
                a competent court, arbitral body or government organization to be
                invalid
                or unenforceable, the remainder of this Agreement shall continue
                in full
                force and effect.

            


    

    


    
      	12.10	
              Cost
                and Expense

            


    

    


    
      	 	
              Except
                as otherwise expressly set forth herein or in any related documents,
                all
                fees, costs and expenses incurred in connection with the negotiation,
                execution, delivery and performance of this Agreement and the Transaction
                Documents shall be paid by the party or parties incurring such fees,
                costs
                or expenses.

            


    

    


    [The
      space below is intentionally left blank.]

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          21
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed this Agreement on the date first above
      written.

    


    China
      Broadband Limited

     

     

    By:
      

    
      
        

      

    

    Name:
      Yue, Pu

    Title:
      Authorized Representative

    


     

    Jinan
      Guangdian Jiahe Digital Television Co., Ltd.

     

    


    By:
      
      
        
          

        

      

    

    Name:
      Jiang Bing

    Title:
      Legal Representative

    Company
      Seal:

     

    
      
        Cooperation
          Agreement

        
        

      

      
        -
          22
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    Schedule
      A

    


    List
      of Assets

    


    
      
        Cooperation
          Agreement

        
        

      

      
        -
          23
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

    


    Schedule
      B

    


    List
      of Party B’s Key Staff

    


    
      
        Cooperation
          Agreement

        
        

      

      
        -
          24
          -

        
          

        

      

      
        
        

        [Reference
          Translation]

      

    

     

    Schedule
      C

     

    List
      of Governmental Authorizations

     

    
      	1.	
              Operating
                Permit for Value-added Telecoms Business (Information services)
                (增值电信业务经营许可证(信息服务业务));

            


    

    


    
      	2.	
              Operating
                Permit for Value-added Telecoms Business (Internet access services)
                (增值电信业务经营许可证(因特网接入服务业务));

            


    

    


    
      	3.	
              Operating
                Permit for Radio and Television Program Transmission Services
                (广播电视节目传送业务经营许可证); and
                

            


    

    


    
      	4.	
              Operating
                Permit for Radio and Television Program Production (广播电视节目制作经营许可证).

            


    

    


    
      
        Cooperation
          Agreement

        
        

      

      
        -
          25
          -